It is 1938 and on London's West End, Julia Lambert (Annette Bening) is the cat's meow. She is one of England's most popular and celebrated actresses. Her handsome husband, Michael Gosselyn (Jeremy Irons), produces the plays she stars in and manages her career. They are a talented pair but each maintains a private life. Her best friend is Lord Charles (Bruce Greenwood), who shares a delight in her person but worries about all the tongues that wag about them when they are seen so frequently together. Her son, Roger (Thomas Sturridge) is ready to strike out on his own and no longer seems to need her. And so at 45, Julia is experiencing a bad patch. She wants Michael to close down her current play so she can take a vacation to see her mother.

Then she meets Tom Fennel (Shaun Evans), a young American who is an immense fan. Since he saw her in a play when he was only 14, he has dreamed of the day when he could meet her. Michael has hired him as an accountant, and after having lunch with the two of them, Tom asks her to tea at his shabby apartment. He sweeps her off her feet with kisses, and she flees. He sends flowers and soon they are having sex. Julia's head tells her that a May-December affair is ridiculous but she needs something to rejuvenate her and it might as well be an adoring young man. There are nights out dancing at clubs and opportunities to shower him with gifts. He doesn't have any money, and she gives him a loan. As they spend more time together, Julia regains her vitality in the performances at the theatre.

Istvan Szabo (Mephisto) directs this delightful drama based on a W. Somerset Maugham novella that has been adapted for the screen by Ron Harwood. Annette Bening gives a tour de force performance as Julia, catching all the emotional nuances in her impetuous love affair and the swift but predictable plunge back into reality and the sobering facts of middle age. Along the way, she is supported by her loyal maid (Juliet Stevenson) and the spirit of her mentor (Michael Gambon). When Tom and Michael become enamored of a beautiful young actress (Lucy Punch), Julia comes up with a glorious theatrical prank to let them all know she is still in control of what happens on the stage. And she's learned something along the way. Dining alone in a restaurant, Julia finds liberation in solitude, realizing at last that letting others determine her happiness or unhappiness is folly. Then we know she truly is her own woman and is not just acting a part.